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11/18/09

ROFLR Clause

Can you please explain the ROFLR clause in contracts? Does that mean if my publisher rejects a manuscripts and I find another publisher, I have to go back to my original publisher and allow it to reject the manuscript a second time?

First off, ROFLR does not mean "rolling on floor laughing riotously" (although sometimes I do that when I read publishing contracts).

It means, "right of first and last refusal"—something I personally would never agree to as an author and that has never been in any of the contracts I've offered authors. "Right of first refusal" perhaps, but last too? No.

And yes, that's exactly what it means. The publisher gets to reject you twice.

For a more detailed explanation:

First, what they're saying upon acceptance of Work #1 is that they get automatic first rights to Work #2. This may not be fair to the author but I can see why publishers do it. We do it. Or rather, did it when I was working as a publisher. However, if an author wanted it stripped from the contract, we usually agreed. Personally, I might sign a contract giving ROFR (right of first refusal) depending on how good my offer was for Work #1.

Second, it means that if they reject Work #2 and another publisher offers for it, you have to go back to the first publisher and let them know. If at that time, they decide they want it—it's theirs. And, depending on how it's defined, they may not even have to match the other publisher's offer or get the book out there in a timely manner. Not fair at all. For me to personally sign a contract with this in it, it would have to spell out that they had to BEAT publisher #2's offer and that they had to publish it within 1 year of dibsing it.

Third, again depending on how it's defined, even if they let go of Work #2, they may still have dibs on Works #3, #4, and on into infinity. Totally not fair—and if our market was big enough to allow agents to make a living, a good agent would strip that out first thing. I would never, ever, ever sign a contract like this.

So what do you do if you're offered a contract with this in it? First, you have the right to ask that it be taken out or amended. If they really want your book, they'll negotiate. Second, if they won't negotiate, you have the right to refuse to sign the contract. Nothing is binding until the ink is dry.

4 comments:

So what do you do if you were clueless when you signed your contract? Luckily, my publisher only has first and last rights of my next book in the series or related content and my next published novel. Which may turn out to be the same book.